Terms and Conditions of Business
This Agreement is made between Yantra Media Limited and the party contracting the services (the Client), and becomes effective upon the date that Yantra Media Limited accepts this signed agreement (be that by email, fax, Royal Mail post, or in person) for the contracting party (the Client) to use the service or services requested. Please note that Yantra Media Limited reserves the right to refuse services and/or access to its servers to anyone.
1. DEFINITIONS AND INTERPRETATION
“Agreement” means any agreement made subject to these Terms and Conditions, which shall incorporate or be subject to these Terms and Conditions. In this Service Agreement the party who is to receive the Services provided, shall be referred to as the “Client” and the party providing the Services shall be referred to as “Yantra.” “Services” means website design and construction, domain name registration, website hosting and email facilities, website maintenance, internet training and any other service or facility provided by Yantra to the Client. “Server” means any computer server equipment operated by or contracted to Yantra in connection with the provision of the Services. “Website” means the area on a Server allocated by Yantra (or any other Hosting Company) to the Client for use by the Client as a site on the World Wide Web or Internet. “Website Design” means web page design, custom HTML, custom programming and associated construction which may include web page layout, graphics, photographs of materials and/or products that the Client wishes to display on the website, including the redesign of existing websites. “Web Traffic” means data transferred from a website. “Search Engine Registration” means submission of the Client’s URL, or domain name, to Internet Search Engines to assist in the effort of gaining recognition for the Client’s website. “Domain Name Registration” means the registration with the appropriate authorities of the desired domain name on behalf of the Client. “Website Hosting” means providing World Wide Web page hosting on a server with email message facilities.
2. SERVER USE
Pornography, erotic images or other lewd or obscene content and sex related merchandising are PROHIBITED on any Yantra server. Illegal material including but not limited to copyrighted works, commercial video, music files and any material in violation of any regulation is PROHIBITED on any Yantra server. Pirated software, ROMS, emulators, phreaking, hacking, password cracking, IP spoofing, etc., and encrypting of any of the above is PROHIBITED on any Yantra server. Also includes any sites which provide “links to” or “how to” information about such material. Spamming, or the sending of unsolicited email, from a Yantra server or using an email address that is maintained on a Yantra machine is STRICTLY PROHIBITED. Yantra reserves the right to suspend or cancel a Client’s access to any or all services provided by Yantra if Yantra decides that an account has been inappropriately used.
3. SEARCH ENGINE REGISTRATION
All search engine registrations carried out by Yantra are done so to the best of Yantra abilities, but it should be noted that Yantra has no control over search engine registrations. As such Yantra cannot guarantee how or where the search engine will rank the Client’s website, or how long an individual search engine directory may take to catalogue the information presented.
4. DOMAIN NAME REGISTRATION
Yantra makes no representation that the domain name the Client wishes to register is capable of being registered by or for the Client, or that it will be registered in the Client’s name. The Client should therefore not assume registration of a requested domain name(s) until the Client has been notified that it has, or they have, been registered. Any action taken by the Client before such notification is at the Client’s own risk. The registration and use of the Client’s domain name is subject to the terms and conditions of use applied by the relevant naming authority; the Client shall ensure that they are aware of those terms and conditions and they comply with them. The Client shall have no right to bring any claim against Yantra in respect of refusal to register a domain name. Any administration charge paid by the Client to Yantra shall be non-refundable notwithstanding refusal by the naming authority to register the desired name. Yantra shall have no liability in respect of the use by the Client of any domain name; any dispute between the Client and any other person must be resolved between the parties concerned in such a dispute. If any such dispute arises, Yantra shall be entitled, and at their discretion without giving any reason, to withhold, suspend or cancel the domain name. Yantra shall also be entitled to make representations to the relevant naming authority but will not be obliged to take part in any such dispute. Yantra gives no warranty that the Domain Name requested will not infringe the rights of any third party and the client indemnifies Yantra in respect of any such infringement. Yantra shall not release any domain name to another provider unless full payment for that domain name has been received by Yantra. Yantra shall have no liability in respect of the renewal of any domain name(s).
5. DESIGN CREDIT
Client’s website pages which have been designed and constructed by Yantra shall have a link to Yantra’s websites, appearing in small type at the bottom of each website page. If the client wishes for this to be removed, it shall be agreed prior to the commencement of the project. Yantra reserve the right to charge a link removal fee.
6. POST PLACEMENT ALTERATIONS AND AMENDMENTS
Yantra cannot accept responsibility for any alterations or amendments caused by a third party to the Client’s website pages once placed on a server. Such alterations or amendments include, but are not limited to additions, modifications, or deletions.
7. WEBSITE HOSTING AND EMAIL
Yantra make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server, and Yantra shall have no liability for any loss or damage to any data stored on the Server. The Client shall effect and maintain adequate insurance cover in respect of any loss or damage to data stored on the Server. Under no circumstances shall Yantra be held liable for claims arising from the content of the Clients website. The Client represents, undertakes and warrants to Yantra that they will use the Website allocated to them only for lawful purposes. In particular, the Client represents, warrants and undertakes to Yantra that: the Client will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will they authorise or permit any other person to do so; the Client will not post, link to or transmit: (a) any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way; (b) any material containing a virus or other hostile computer program; (c) any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction. The Client shall keep secure any identification, password and other confidential information relating to the Client’s account and shall notify Yantra immediately of any known or suspected unauthorised use of the account or breach of security, including loss, theft or unauthorised disclosure of the password or other security information. The Client shall observe the procedures, which Yantra may from time to time prescribe and shall make no use of the Server which is detrimental to Yantra’s other customers. The Client shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and a secure manner. In the case of an individual, the Client warrants that they are at least 18 years of age and if the Client is a company, the Client warrants that the Services will not be used by anyone under the age of 18 years. The Client will keep Yantra informed of any change to the Client’s address and other such information as may affect the payment of charges due. While Yantra will use every reasonable endeavour to ensure the integrity and security of the Server, Yantra do not guarantee that the Server will be free from unauthorised users or hackers and Yantra shall be under no liability for non-receipt or misrouting of email or for any other failure of email. Yantra reserves the right to make extra charges for additional Website traffic or data transfer from the client’s website above the standard levels of 500 MB per month. High bandwidth usage accounts may create a need to upgrade the network to cope with the traffic in order to maintain a reasonable level of service to all users. Yantra will therefore contact the Client should such usage become apparent. If no arrangement can be reached, Yantra reserves the right to terminate the account giving 10 days notice to the Client. All website hosting accounts are set up on a prepay basis. All pricing is guaranteed for the term of the prepayment. Yantra reserves the right to change prices at any time.
8. SERVICE AVAILABILITY AND PERFORMANCE
Yantra shall use all reasonable endeavours to make available to the Client at all times the Server and the other Services, but Yantra shall not, in any event, be liable for interruptions of Service or downtime of the Server, or any losses associated with such interruptions. The Client acknowledges and agrees that Yantra cannot guarantee the absence of service interruptions caused by Acts of God or other circumstances beyond Yantra’s control, including, but not limited to, telecommunications problems. Yantra shall have the right to suspend the Services at any time and for any reason, generally without notice, but if such suspension lasts or is to last for more than 7 days the Client will be notified of the reason. The Client acknowledges that Yantra will not be held responsible for the appearance or operation of any website pages within any version or type of Web Browser software. All websites designed by Yantra will be optimised for viewing in Microsoft Internet Explorer, Netscape Navigator, Firefox, Mozilla and Safari. The Client accepts that certain features of their site may not work, or may not be visible, or may look different, depending on the functionality of the hardware and software used to view the site. The Services provided to the Client hereunder and the Client’s account with Yantra cannot be transferred or used by anyone other than the Client. No more than one login session under any one account may be used at any time by the Client. If the Client has multiple accounts, the Client is limited to one login session per system account at any time; user programs may be run only during login sessions. If the Client’s account is found to have been transferred to another party, or shows other activity in breach of this sub clause, Yantra shall have the right to cancel the account and terminate the Services and/or this Agreement immediately.
9. FEES AND PAYMENTS
50% of charges for all Services shall be paid by the Client to Yantra upon agreeing to the Proposal. The proposal will include delivery timescales, additional charges, tasks included within the scope. The remaining 50% balance shall be paid upon completion, unless otherwise agreed by Yantra in a Website Design Contract Agreement, or Addendum to such an agreement. All completed projects will be demonstrated on the Yantra server and will be transferred to the client server once full payment has been received. All payments must be in UK Pounds Sterling and must be received within 10 working days subsequent to the agreement. All payments must be paid by BACS into Yantra Media Limited Limited account prior to agreed deadlines (unless otherwise agreed by both parties). All pricing is guaranteed for the term of the prepayment. Yantra reserves the right to change prices at any time. Payment is due each anniversary month or period following the date the hosting and/or maintenance account was established. If for any reason payment does not arrive on time, the account may be suspended without notice or alternatively Yantra reserves the right to charge penalty interest. Any account not brought current within one week of email notification is subject to suspension. The Client is responsible for all money owed on the account from the time it was established to the time Yantra receives a cancellation notice for termination of services. Yantra reserves the right to vary all charges, with one months notice to the Client. All charges are subject to VAT. Without prejudice to Yantra other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, Yantra shall be entitled forthwith to suspend the provision of Services to the Client without notice.
10. RELATIONSHIP OF PARTIES
It is understood by the parties that Yantra is an independent contractor with respect to the Client, and not an employee of the Client, and as such the Client will not provide any employee or fringe benefits, for the benefit of Yantra or Yantra employees.
11. PERMISSIONS AND COPYRIGHT
The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphics, registered company logos, names and trademarks or any other material supplied to Yantra by the Client for the design and construction of any web pages. Acceptance of this Agreement shall be regarded as a guarantee by the Client that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested. No responsibility will be accepted by Yantra for damages to or losses incurred by the Client from the use of material for which the required permission or authority has not been properly obtained. The Client is required to ensure that the content of their website pages meets all the current UK government legislation regarding publications. The Client shall further indemnify Yantra in respect of any claims, costs or expenses that may arise from any material included in the Client’s website pages.
Yantra will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Yantra, or divulge, disclose, or communicate in any manner, any information that is proprietary to the Client. Yantra will act reasonably to protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon request, Yantra will return to the Client all notes, records, documentation or other items belonging to the Client that were used for the Services of this Agreement.
13. INTELLECTUAL PROPERTY AND WORK PRODUCT OWNERSHIP